Neither we nor the Selling Stockholder have authorized any person to give you any supplemental information or to make any representations for us. You should not rely upon any information about our company that is not contained in this prospectus. Information contained in this prospectus may become stale. You should not assume that the information contained in this prospectus or any prospectus supplement is accurate as of any date other than their respective dates, regardless of the time of delivery of this prospectus, any prospectus supplement or of any sale of the shares. Our business, financial condition, results of operations and prospects may have changed since those dates. The Selling Stockholder is offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our securities, you should carefully read this entire prospectus, including our financial statements and the related notes and the information set forth under the headingsBusiness,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in each case included elsewhereOperations.” You should carefully review the risks described in this prospectus.

In this prospectus, “Force Protection,”Prospectus and other documents we file from time to time with the “Company,” “we,” “us,”Securities and “our” referExchange Commission including our Annual Reports on Form 10-K and our Quarterly Reports on Form 10-Q. You are cautioned not to Force Protection Video Equipment Corp., a Florida corporation.

Company Information

Our principal executive office is located at 130 Iowa Lane, Suite 102, Cary, North Carolina 27511. Our telephone number is 919-780-7897. Our website is www.forceprovideo.com, andplace undue reliance on the information contained therein is not part of this prospectus.

We were incorporated in the state of Florida on March 11, 2011. The Company is in the business of selling video and audio capture devices initially targeted to law enforcement agencies and has established a web site at www.forceprovideo.com whereby customers can view our products and place orders. Our principal productforward-looking statements, which we sell is the LE10 camera system (the “LE10”), which is a small bodied, high definition (HD) camera which is half the size and half the price of most law enforcement cameras currently available. The LE10 does not require special software or expensive storage contracts. The video files can quickly be downloaded into a standard law enforcement case file and the micro SD cards are sealed in the provided static evidence bags and then securely stored in the department's evidence locker. Our video and audio capture devices are compact, ergonomic, tamperproof and designed to capture HD video and/or audio on demand enabling our customers to capture content while engaged in a wide range of activity. We also sell accessories that enhance the functionality and versatility of our products, including mounts, suchspeak only as the helmet, handlebar, roll bar and tripod mounts, as well as mounts that enable users to wear the camera on their bodies, such as the wrist housing, chest harness and head strap. Other accessories include spare batteries, charging accessories and memory drives. Our products are marketed primarily to law enforcement due to their unique need to capture important events in the course of their duties.

As of the date of this prospectus, Paul Feldman is our sole officer and director. Mr. Feldman spends fulltime on our business.report. We sold our first on body video camera in May 2015. To date, our products have been soldundertake no obligation to twenty- nine (29) state and local law enforcement agencies.

Risk Factors

Our abilitypublicly release any revisions to successfully operate our business and achieve our goals and strategies is subject to numerous risks including:

(1) The common stock offered by the Selling Stockholder is based on a conversion price equal to 60% of %0.022, the trading price of our common stock on October 4, 2016.

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RISK FACTORS

Common Stock involves substantial risk. You should carefully consider the risks and uncertainties described below, together with all of the other information included in this prospectusProspectus, including our financial statements and the related notes included elsewhere in this Prospectus, before making an investment decision with regarddeciding whether to invest in shares of our securities. The statements contained in or incorporated herein thatcommon stock. We describe below what we believe are currently the material risks and uncertainties we face, but they are not historic facts are forward-looking statements that are subject tothe only risks and uncertainties we face. Additional risks and uncertainties that could cause actual results to differ materially from those set forth inwe are unaware of, or implied by forward- looking statements.that we currently believe are not material, may also become important factors that adversely affect our business. If any of the following risks actually occurs,occur, our business, financial condition, or results of operations and future prospects could be harmed.materially and adversely affected. In that case,event, the market price of our common stock could decline and you maycould lose allpart or partall of your investment.

Risks Related to Our Financial ConditionBusiness

Our business is partly dependent on the acquisition of products or technologies.

Our business plan currently contemplates the acquisition of assets in the ad-tech industry to complement our BIGtoken platform. If we are successful in acquiring additional assets, the process to implement such potential assets or products into our current organization may be time-consuming, involve substantial expenditures of resources, and depends upon a number of factors, including the availability of alternative products and services. Additionally, due to our cash position, we may be required to issue a large amount of our securities for such acquisitions which may result in substantial dilution to our existing shareholders. If we are not successful in our acquisition strategy, we will have invested substantial amounts of time and money without developing revenue-producing products.

We only commenced our present business plan to sell on-body camerashave a history of operating losses and there are no assurances we will report profitable operations in Maythe foreseeable future.

We have losses from operations of 2015$8,581,000 and as such, there is little historical performance$15,981,000 for you to base an investment decision upon,the years ended December 31, 2020 and we may never become profitable.

In February of 2015, we changed our business to the commercialization of on-body cameras. Our first sale of on-body cameras was in May 2015. For2019, respectively. Additionally, for the three months ended JulyMarch 31, 2016,2021 and 2020, we hadrecorded losses from operations of $1,521,000 and $3,051,000, respectively, and accumulated deficit of $43,867,000 and $23,327,000, respectively. Our future success depends upon our ability to continue to grow our revenues, of only $15,712 and a net loss of $489,212. For the year ended April 30, 2016, we had revenues of only 67,964 and a net loss of 1,262,001. Accordingly, because we have had only limited sales since implementingcontain our present business plan, there is limited historical performance for you to evaluate our prospects for achieving our business objectives and becoming profitable in light of the risks, difficulties and uncertainties frequently encountered by early stage companies such as us. Accordingly, before investing in our common stock, you should consider the challenges,operating expenses and difficultiesgenerate profits. We do not have any long-term agreements with our customers. There are no assurances that we will facebe able to increase our revenues and cash flow to a level which supports profitable operations. We may continue to incur losses in future periods until such time, if ever, as an early stage company,we are successful in significantly increasing our revenues and whethercash flow beyond what is necessary to fund our ongoing operations and pay our obligations as they become due. If we are not able to grow, increase revenue and begin generating consistent profits, it is unlikely we will ever become profitable.be able to generate sufficient cash from operations to pay our operating expenses and service our debt obligations, or report profitable operations in future periods.

We aremay not be able to continue as a going concern if we do not obtain additional financing.

We have incurred losses since our inception and have not demonstrated an ability to generate revenues from the sales of our proposed products. Our ability to continue as a going concern is dependent on raising capital from the sale of our securities to fund our operations.

Betweencommon stock and/or obtaining debt financing. Our cash, cash equivalents and short-term investment balance as of March 24, 2015 and May 14, 2015,31, 2021 was approximately $4,850,000. On April 12, 2021 we sold 100,000 and 50,000 sharesclosed on an additional $85,000 in the private placement of our common stock atSeries B Preferred Stock. Based on our cash, cash equivalents and short term investments, as well as the price of $0.50 and $0.10 per share respectively, or an aggregate of $50,000 and $5,000. From August 25, 2015 through May 13, 2016, we issued multiple convertible promissory notes (the “Private Placement Notes”) with a cumulative face amount of $442,000 to six accredited investors. All principal and interest due underproceeds from the Private Placement Notes was converted between March 2, 2016 and July 8, 2016 into an aggregate of 31,176,207 shares of our common stock at prices between $0.168 and $0.00108 per share. On November 12, 2015, December 31, 2015 and March 10, 2016, we issued three notes to RDW with an aggregate principal amount of $472,500. Between March 14, 2016 and August 29, 2016, RDW converted $471,708 into an aggregate of 118,354,107 shares of our common stock at prices between $0.192 and $0.0014 per share. All principal under the November 12, 2015 and December 31, 2015 notes has been paid with a principal balance of $792 remaining under the March 10, 2016. The combined accrued and unpaid interest under these notes is $13,281offering, as of September 20, 2016. On May 13, 2016 and May 20, 2016, we issued two convertible notes with RDW with an aggregate principal amount of $157,500. As of July 31, 2016 we had generated revenues of only $83,676 fromwell as our current businessexpected level of selling on-body cameras. We are dependent on the sale of our securitiesoperating expenditures, we expect to be able to fund our operations and willthrough the third quarter of 2021. Our ability to remain so until we generatea going concern is wholly dependent upon our ability to continue to obtain sufficient revenuescapital to pay forfund our operating costs. Our officers and directors have made no written commitments with respectoperations. Accordingly, despite our ability to providing a source of liquiditysecure capital in the formpast, there can be no assurance that additional equity or debt financing will be available to us when needed or that we may be able to secure funding from any other sources. In the event that we are not able to secure funding, we may be forced to curtail operations, delay or stop ongoing clinical trials, cease operations altogether or file for bankruptcy.

We will need to raise additional capital to continue operations.

As of March 31, 2021, we had $4,850,000 in cash advances, loans and/or cash equivalents or short-term investment. Based on our cash, cash equivalents and short term investments, as well as our current expected level of operating expenditures, we expect to be able to fund our operations through the third quarter of 2021. We cannot assure you that we will be able to secure additional capital through financing transactions, including issuance of debt. Our inability to operate profitably, or secure additional financing will materially impact our ability to fund our current and planned operations.

We have spent and expect to continue spending substantial cash in the execution of our business plan and the development of the BIG Token platform. We cannot assure you that financing will be available if needed. If additional financing is not available, we may not be able to fund our operations, develop or enhance our product offerings, take advantage of business opportunities or respond to competitive market pressures. If we exhaust our cash reserves and are unable to secure additional financing, we may be unable to meet our obligations which could result in us initiating bankruptcy proceedings or delaying or eliminating some or all our research and product development programs.

Our failure to maintain an effective system of internal control over financial guarantees.reporting may result in the need for us to restate previously issued financial statements. As a result, current and potential stockholders may lose confidence in our financial reporting, which could harm our business and value of our stock.

Or management has determined that, as of March 31, 2021, we did not maintain effective internal controls over financial reporting based on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework as a result of identified material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Our auditors have expressed substantial doubt about our ability to continue as a going concern.

Our auditors’ report on our December 31, 2020 consolidated financial statements expresses an opinion that our capital resources as of the date of their audit report were not sufficient to sustain operations or complete our planned activities for the upcoming year unless we raised additional funds. Our current cash level raises substantial doubt about our ability to continue as a going concern past the third quarter of 2021. If we do not obtain additional capital by such time, we may no longer be able to continue as a going concern and may cease operation or seek bankruptcy protection.

If we are unable to generate sufficient revenues for our operating expenses we will need financing, which we may be unable to obtain; should we fail to obtain sufficient financing,successfully retain and integrate a new management team, our business operating results and financial conditioncould be harmed.will be negatively impacted.

For the three months ending July 31, 2016, we had revenuesWe have historically operated as a business unit of $15,712 from the sale of our on-body camera and related accessories. For the year ended April 30, 2016, and three months ended July 31, 2016, we had a net loss of $1,262,001 and $489,212 respectively. Because we have limited revenues and lack historical financial data, including revenue data, our future revenues are unpredictable.

As of the date of this prospectus, we had cash on hand of approximately $250,000 for our operational needs. Currently, our operating expenses are approximately $16,000 per month. If we fail to generate sufficient revenues or raise additional funds to meet our monthly operating costs, we would have available cash for our operating needs for approximately 17 months.

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Until we generate material operating revenues, we require additional debt or equity funding to continue our operations and implement our plan of operations. If we fail to generate sufficient revenues or raise additional funds to meet our monthly operating costs, our business, operating results and financial condition will be negatively impacted.

Risks Related toSRAX. Our Business

Our businesssuccess depends largely on the development and execution of markets for detectionour business strategy by our senior management team. Effective May 15, 2021, Lou Kerner was terminated as Chief Executive Officer and surveillance products and solutions.

Christopher Miglino was appointed interim principal executive officer. Our products are designed to address the markets for detection, surveillance and integrated solutions. Our products are targeted to both state and local governmental agencies and the private sector. These markets and the types of products and services sold in these markets are emerging. Our ability to grow will depend in partsuccess depends largely on the rate atdevelopment and execution of our business strategy by our senior management team. We currently have a limited executive team which markets formay adversely affect our products develop and onbusiness. Additionally, the loss of any members or key personnel would likely harm our ability to adaptimplement our business strategy and respond to emerging demandsthe rapidly changing market conditions in which we operate. There may be a limited number of persons with the requisite skills to serve in these markets. Geopolitical developments, terrorist attackspositions, and government mandateswe cannot assure you that we would be able to identify or employ such qualified personnel on acceptable terms, if at all. We cannot assure you that management will succeed in working together as a team. In the event we are unsuccessful, our business and prospects could be harmed.

We have no operating history as a standalone entity or management team as presently configured which results in a high degree of uncertainty regarding our ability to effectively operate our business.

Our limited staff, operating history as well as our recently appointed management team means that there is a high degree of uncertainty regarding our ability to:

No assurances can be given as to exactly when, if at all, we will be able to develop our business or take the necessary steps to derive net income.

We may cause sharp fluctuationshave difficulty in retaining employees given our current stock price, market capitalization, and the demand forterms of our products.equity compensation plans.

Third parties can purchaseSubsequent to the same productscompletion of the Share Exchange and the recent conversion of Series B Preferred Stock, as of May 11, 2021 the Company has 225,616,776,660 shares of Common Stock outstanding and a market capitalization of approximately $1 billion. The market capitalization is significantly higher than that of SRAX, the former parent corporation while it owned BIG Token as a wholly owned subsidiary. Accordingly, the market capitalization of the Company may not be indicative of its actual value. Furthermore, the Company may have difficulty in hiring new employees and retaining qualified employees as a result of our 2021 Equity Incentive Plan requiring stock grants to be issued at market value, which new or current employees may determine to be unattractive given our current valuation. Additionally, we sellare only authorized to issue 15,824,493,516 shares under our 2021 Equity Incentive Plan, which may negatively affectbe inadequate to issue grants needed to retain qualified personnel until January 1, 2022, where the number of shares under such plan will increase. Accordingly, our revenues.

We purchase our products from a third party manufacturer in China which sells products to other companies. As such, third parties can purchase the same products as us which puts us at a competitive disadvantage and may have a negative impact on our revenues.

Our industry is highly competitive, and our failure to compete effectively could adversely affect our market share, financial condition and future growth.

We operate in a highly competitive environment. In addition to facing competition generally from businesses seekinginability to attract discretionary spending dollars, the on-body camera industry itself is highly fragmented, resulting in intense competition. or retain employees during this time may materially impact our business.

We compete with single location dealers and,may be required to a lesser degree, with national specialty stores. Dealer competition is basedexpend significant capital to redeem BIGtoken Points which will negatively impact our ability to fund our core operations.

Users of BIGtoken receive points for undertaking certain actions on the qualityplatform that may be redeemed directly for cash from us, with such value as determined by management. Accordingly, we are currently obligated to redeem users’ points which are earned on BIGtoken. We are currently redeeming each point for up to $0.01, subject to the user meeting certain conditions. As of available products, the priceMarch 31, 2021, we recorded a contingent liability for future point redemptions equal to approximately $313,000 and valuewe have redeemed an aggregate amount of the products and attention to customer service. There is significant competition in the markets whichapproximately $1,016,000 as of May 27, 2021. As of March 31, 2021, we plan to enter.

Our competitors are large national or regional chains that have substantially greater financial, marketing and other resources than us.had approximately 16 million application downloads. There can be no assurance that we will have enough cash reserves, or if we do have sufficient cash, if we will be able to compete successfully against current or future competitors or that competitive pressure willcontinue to fund our other business obligations and operational expenses.

If our efforts to attract and retain BIGtoken users are not have a material adverse effect onsuccessful, our business, operating results and financial condition.

The successnumber of our business depends on our ability to market our on-body camera and accessories effectively.

Our ability to establish effective marketing and advertising campaigns is the key to our success. Our advertisements must effectively promote our corporate imageusers and the pricingamount of such products.data collected could fail to reach critical mass, grow, or decline and our potential for BIGtoken to earn revenues may be materially affected.

We will be dependent on advertisers to pay us for access to user data. We must attract users to grow the amount of accessible data and make it attractive to these third parties. If we are unablethe public does not perceive our mission or our services to create awarenessbe reliable, valuable or of our products,high quality, we may not be able to attract customers. Our marketing activities may not be successful in promoting the productsor retain users and create a critical mass of data which will impact our ability to earn revenues which could have a materially adversely affected us.

Natural disasters, epidemic or pandemic disease outbreaks, trade wars, political unrest or other events could disrupt our business or operations or those of our development partners, manufacturers, regulators or other third parties with whom we sell or pricing strategiesconduct business now or in retaining and increasingthe future.

A wide variety of events beyond our customer base. We cannot assure you that our marketing programs will be adequate to create a demand for our productscontrol, including natural disasters, epidemic or support our future growth, which may result in a material adverse effect on our results of operations.

We may be subject to warranty claims thatpandemic disease outbreaks (such as the recent novel coronavirus outbreak), trade wars, political unrest or other events could result in significant direct or indirect costs, or we could experience greater returns from retailers than expected, which could harmdisrupt our business and operating results.

We accept returns of defective products for two weeks after purchase. Additionally, our manufacturer provides a one year two warranty on allor operations or those of our products. The occurrence of any material defects in our products could make us liable for warranty claims in excess of our current reserves. In addition, we could incur significant costs to correct any defects, warranty claimsmanufacturers, regulatory authorities, or other problems, including costs relatedthird parties with whom we conduct business. These events may cause businesses and government agencies to product recalls. A significant product defectbe shut down, supply chains to be interrupted, slowed, or rendered inoperable, and individuals to become ill, quarantined, or otherwise unable to work and/or travel due to health reasons or governmental restrictions. For example, California recently ordered most businesses closed, mandating work-from-home arrangements, where feasible, in response to the coronavirus pandemic. These limitations could materially harmnegatively affect our brand imagebusiness operations and continuity and could force usnegatively impact our ability to conduct a product recall. This could damagetimely perform basic business functions, including making SEC filings and preparing financial reports. If our relationshipsoperations or those of third parties with our customers and reduce end-user loyalty.

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A product recall would be particularly harmful to us becausewhom we have limited financial and administrative resources to effectively manage a product recall and it would detract management’s attention from implementing our core business strategies. Asare impaired or curtailed as a result a significant product defect or product recall could cause a decline in our salesof these events, the development and profitability, and could reduce or deplete our financial resources. Any negative publicity related to the perceived qualitycommercialization of our products could affect our brand image, decrease retailer, distributor and customer demand, and adversely affect our operating results and financial condition. Warranty claims may result in litigation, the occurrence of which could adversely affect our business and operating results.

Purchasers of our products may be injured while engaging in activities that they self-capture with our on-body camera, and we may be exposed to claims, or regulationsproduct candidates could be imposed,impaired or halted, which could adversely affect our brand, operating results and financial condition.

Our law enforcement and other customers use our on-body camera and accessories to self-capture their participation in a wide variety of activities which may carry the risk of significant personal injury or result in death. We may be subject to claims if our customers are injured while using our products. We have no insurance coverage for such claims. Additionally, some businesses may ban the use of our products in their facilities to limit their own liability.  If lawmakers or governmental agencies were to determine that the use of our products increased the risk of injury to all or a subset of our customers, they may pass laws or adopt regulations that limit the use of our products or increase our liability associated with the use of our products. Any of these events could adversely affect our brand, operating results or financial condition.

We may be subject to intellectual property rights claims, which are costly to defend, could require us to pay damages and could limit our ability to sell some of our products.

We have not secured intellectual property protection of the Force Protection name. Our industry is characterized by vigorous pursuit and protection of intellectual property rights, which has resulted in protracted and expensive litigation for several companies. Third parties may assert claims of misappropriation of trade secrets or infringement of intellectual property rights against us for which we may be liable.

If our business expands, the number of products and competitors in our markets increases and product overlaps occur, infringement claims may increase in number and significance. Intellectual property lawsuits are subject to inherent uncertainties due to the complexity of the technical issues involved, and we cannot be certain that we would be successful in defending ourselves against intellectual property claims. Further, many potential litigants have the capability to dedicate substantially greater resources than we can to enforce their intellectual property rights and to defend claims that may be brought against them. Furthermore, a successful claimant could secure a judgment that requires us to pay substantial damages or prevents us from distributing our products.

If we fail to develop our brand cost-effectively, our business may be adversely affected.

The success of our products marketed under the Force Protection brand will depend upon the effectiveness of our marketing efforts. Brand promotion activities may not yield increased revenue, and even if they do, any increased revenue may not offset the expenses incurred in building the brands. If we fail to successfully promote and maintain our brand, or incur substantial expenses in an unsuccessful attempt to promote and maintain our brand, we may fail to attract enough new customers or retain our existing customers to the extent necessary to realize a sufficient return on our brand-building efforts, and our business and results of operations could suffer.

We must be able to adapt to rapidly changing technology trends and evolving industry standards or we risk our products becoming obsolete.

The market in which we compete is characterized by intensive development efforts and rapidly advancing technology. Our future success will depend, in large part, upon our ability to anticipate and keep pace with advancing technology and competing innovations. We may not be successful in identifying, developing and marketing new products or enhancing our existing products. We believe that a number of large companies, with significantly greater financial, manufacturing, marketing, distribution and technical resources and experience than ours, are focusing on the development of products in the security and law enforcement industry.

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We are dependent on our manufacturer in China. Any disruption or extended delay in product supply from any of our distributors could have a significant adverse impact on our operations.

We are dependent on one manufacturer in China. We do not have guaranteed supply or pricing arrangements with our manufacturer, but submit purchase orders and pay for products as needed. As a result, we risk increased cost of our products.

Our ability to sustain satisfactory levels of sales will be dependent in part upon the ability of third party suppliers of raw materials to our manufacturer as well as our manufacturer to properly perform its functions and to comply with local regulations and market our products. While outsourcing manufacturing and distribution to third parties may reduce the cost of operations, it also reduces direct control by us over the services rendered. Although we attempt to select a reputable manufacturer, it is possible it could fail to perform as we expect.

The failure of our manufacturer to supply products as required by us could have a material adverse effectimpact on our business, results of operationsbusiness.

Challenges in acquiring user data could adversely affect our ability to retain and financial condition. If we do not timelyexpand BIGtoken, and effectively develop and implement our outsourcing strategy or if third party providers do not perform as anticipated, we may experience operational difficulties, increased costs, or even manufacturing delays, whichtherefore could materially and adversely affect our business, financial condition, and results of operations.

AlthoughIn order to expand BIGtoken, we must continue to expend resources to make the submission of user data as user-friendly as possible. We, and our users, may face legal, logistical, cultural, and commercial challenges in procuring user data. Additionally, once such data is obtained, if the process for validation and collection of rewards may be perceived as too cumbersome and discourage potential users from submission. We may need to expend significant resources on user interfaces for evolving platforms, such as mobile devices. Inconveniences to our users or potential users at any stage of the process may materially challenge our growth.

If we fail to ensure that the user data derived from BIGtoken is of high quality, our ability to attract customers or monetize the data may be materially impaired.

The reliability of our user data depends upon the integrity and the quality of the process of accepting user data into BIGToken. We will take certain measures to validate user data submitted by our users and potential users to assure a high quality of data in BIGToken and generally confirming that data is submitted in accordance with our terms for such data. We must continue to invest in our quality control measures relating to BIGtoken in order to provide a high-quality product to potential customers.

If BIGtoken experiences an excessive rate of user attrition, our ability to attract customers could fail.

Users may elect to have their data deleted from BIGtoken at any time. We must continually add new users both to replace users who choose to delete their data and to increase our user base. Users may choose to delete their data for many reasons. If users are concerned about privacy and security and do not perceive BIGtoken to be reliable, if we fail to keep users engaged and interested in our application, or if we simply lose our users’ attention, we could fail to gather sufficient user data and our ability to earn revenues may be materially affected.

If we are unable to manage our marketing and advertising expenses, it could materially harm our results of operations and growth.

We plan to rely in part on our marketing and advertising efforts to attract new members. Our future growth and profitability, as well as the maintenance and enhancement of our brand, will depend in large part on the effectiveness and efficiency of our marketing and advertising strategies and expenditures. If we are unable to maintain our marketing and advertising channels on cost-effective terms, our marketing and advertising expenses could increase substantially, and our business, financial condition and results of operations may suffer. In addition, we may be required to incur significantly higher marketing and advertising expenses than we currently anticipate if excessive numbers of members withdraw their member data from our database.

Failure to comply with federal, state and local laws and regulations or our contractual obligations relating to data privacy, protection and security of BIGtoken user data, and civil liabilities relating to breaches of privacy and security of user data, could damage our reputation and harm our business.

A variety of federal, state and local laws and regulations govern the collection, use, retention, sharing and security of user data. We will collect BIGtoken user data from and about our members when they redeem rewards and maintain that date in our BIGtoken Application. Claims or allegations that we have violated applicable laws or regulations related to privacy, data protection or data security could in the future result in negative publicity and a loss of confidence in us by our users and potential new users and may subject us to fines and penalties by regulatory authorities. In addition, we have privacy policies and practices concerning the collection, use and disclosure of user data as part of our agreements with our members, including ones posted on our website. Several Internet companies have incurred penalties for failing to abide by the representations made in their privacy policies and practices. In addition, our use and retention of user data could lead to civil liability exposure in the event of any disclosure of such information due to hacking, malware, phishing, inadvertent action or other unauthorized use or disclosure. Several companies have been subject to civil actions, including class actions, relating to this exposure.

We have incurred, and will continue to incur, expenses to comply with data privacy, protection and security standards and protocols for BIGtoken user data imposed by law, regulation, self-regulatory bodies, industry standards and contractual obligations. Such laws, standards and regulations, however, are evolving and subject to potentially differing interpretations, and federal, state and provincial legislative and regulatory bodies may expand current or enact new laws or regulations regarding privacy matters. Additionally, we accept user from foreign countries which subjects us to the personal and other data privacy, protection and security laws of those countries, we are unable to predict what additional legislation, standards or regulation in the area of privacy and security of personal information could be enacted or its effect on our operations and business.

If we are unable to satisfy data privacy, protection, security, and other government- and industry-specific requirements, our growth could be harmed.

We need or may in the future need to comply with a number of alternative manufacturers existdata protection, security, privacy and other government- and industry-specific requirements, including those that we believerequire companies to notify individuals of data security incidents involving certain types of personal data. Security compromises could replaceharm our manufacturer with alternative sources at comparable prices and terms, any disruption or extended delayreputation, erode user confidence in our manufacturing obtaining raw material products from anythe effectiveness of our third party suppliers could have a significant adversesecurity measures, negatively impact on our operations. In addition, the time neededability to replace our manufacturerattract new members, or cause existing users to withdraw their data from BIGtoken.

Regulatory, legislative or self-regulatory developments regarding internet privacy matters could adversely affect our operations by delaying shipmentsability to conduct our business.

The United States and potentially losing customers to our competition.

Our manufacturer purchases some components, subassemblies and products from third party suppliers. The loss of any of these suppliers may substantially disruptforeign governments have enacted, considered or are considering legislation or regulations that could significantly restrict our ability to obtain orderscollect, process, use, transfer and fulfill sales as we designpool data collected from and qualifyabout consumers and devices. Trade associations and industry self-regulatory groups have also promulgated best practices and other industry standards relating to targeted advertising. Various U.S. and foreign governments, self-regulatory bodies and public advocacy groups have called for new components.

We rely on third party components and technology to build our products,regulations specifically directed at the digital advertising industry, and we relyexpect to see an increase in legislation, regulation and self-regulation in this area. The legal, regulatory and judicial environment we face around privacy and other matters is constantly evolving and can be subject to significant change. For example, the General Data Protection Regulation, or GDPR, which was agreed by E.U. institutions in 2016 and came into effect after a two-year transition period on our manufacturerMay 25, 2018, updated and modernized the principles of the 1995 Data Protection Directive and significantly increases the level of sanctions for non-compliance. Data Protection Authorities will have the power to obtainimpose administrative fines of up to a maximum of €20 million or 4% of the components, subassembliesdata controller’s or data processor’s total worldwide turnover of the preceding financial year. Similarly, the E-Privacy Regulation, which was launched by the European Parliament in October 2016, could result in, once enacted, new rules and products necessarymechanisms for “cookie” consent. In addition, the manufactureinterpretation and application of our products. Shortagesdata protection laws in components thatthe U.S., Europe and elsewhere are often uncertain and in flux. Legislative and regulatory authorities around the world may decide to enact additional legislation or regulations, which could reduce the amount of data we use in our products are possible,can collect or process and, our ability to predict the availability of such components is limited. While components and supplies are generally available from a variety of sources, we and our manufacturer currently depend on a single or limited number of suppliers for several components for our products. If our suppliers of these components or technology were to enter into exclusive relationships with other providers, or were to discontinue providing such components and technology to us and we were unable to replace them cost effectively, or at all, our ability to provide our products would be impaired. Our manufacturer generally relies on purchase orders rather than long-term contracts with these suppliers. Asas a result, even if available, wesignificantly impact our business. Similarly, clarifications of and our manufacturer may notchanges to these existing and proposed laws, regulations, judicial interpretations and industry standards can be ablecostly to secure sufficient components at reasonable prices or of acceptable quality to build our products in a timely manner. Therefore,comply with, and we may be unable to meet customer demandpass along those costs to our clients in the form of increased fees, which may negatively affect our operating results. Such changes can also delay or impede the development of new solutions, result in negative publicity and reputational harm, require significant incremental management time and attention, increase our risk of non-compliance and subject us to claims or other remedies, including fines or demands that we modify or cease existing business practices, including our ability to charge per click or the scope of clicks for which we charge. Additionally, any perception of our practices or solutions as an invasion of privacy, whether or not such practices or solutions are consistent with current or future regulations and industry practices, may subject us to public criticism, private class actions, reputational harm or claims by regulators, which could disrupt our business and expose us to increased liability. Finally, our legal and financial exposure often depends in part on our clients’ or other third parties’ adherence to privacy laws and regulations and their use of our services in ways consistent with visitors’ expectations. We rely on representations made to us by clients that they will comply with all applicable laws, including all relevant privacy and data protection regulations. We make reasonable efforts to enforce such representations and contractual requirements, but we do not fully audit our clients’ compliance with our recommended disclosures or their adherence to privacy laws and regulations. If our clients fail to adhere to our contracts in this regard, or a court or governmental agency determines that we have not adequately, accurately or completely described our own solutions, services and data collection, use and sharing practices in our own disclosures to consumers, then we and our clients may be subject to potentially adverse publicity, damages and related possible investigation or other regulatory activity in connection with our privacy practices or those of our clients.

Privacy concerns could damage our reputation and deter current and potential users from contributing additional data through our BIGtoken Application. If our security measures are breached resulting in the improper use and disclosure of user data, BIGtoken may be perceived as not being secure, users and customers may curtail or stop using BIGtoken, and we may incur significant legal and financial exposure.

Concerns about our practices with regard to the collection, use, disclosure, or security of user data or other privacy related matters, even if unfounded, could damage our reputation and adversely affect our operating results. Our services will involve the purchase, storage, transmission and sale of user data, and theft and security breaches expose us to a risk of loss of this information, improper use and disclosure of such information, litigation, and potential liability. Any systems failure or compromise of our security that results in the release of user data, or in our or our users’ ability to access such data, could seriously harm our reputation and brand and, therefore, our business, and impair our ability to attract and retain users. Additionally, if user data is somehow made public or made available through a security breach, it may be used to identify our users and people related thereto. We may experience cyber-attacks of varying degrees. Our security measures may also be breached due to employee error, malfeasance, system errors or vulnerabilities, including vulnerabilities of our vendors, suppliers, their products, or otherwise. Such breach or unauthorized access, increased government surveillance, or attempts by outside parties to fraudulently induce employees, users, or customers to disclose sensitive information in order to gain access to user data could result in significant legal and financial exposure, damage to our reputation, and a loss of confidence in the security of BIGtoken that could potentially have an adverse effect on our business. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently, become more sophisticated, and often are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. Additionally, cyber-attacks could also compromise trade secrets and other sensitive information and result in such information being disclosed to others and becoming less valuable, which could negatively affect our business. If an actual or perceived breach of our security occurs, the market perception of the effectiveness of our security measures could be harmed and we could lose members and customers.

Our business is subject to complex and evolving U.S. and foreign laws and regulations regarding privacy, data protection, content, competition, consumer protection, and other matters. Many of these laws and regulations are subject to change and uncertain interpretation, and could result in claims, changes to our business practices, monetary penalties, increased cost of operations, or declines in user growth or engagement, or otherwise harm our business.

We are subject to a variety of laws and regulations in the United States and abroad that involve matters central to our business, such as privacy, data protection and personal information, rights of publicity, content, intellectual property, advertising, marketing, distribution, data security, data retention and deletion, electronic contracts and other communications, competition, protection of minors, consumer protection, taxation and securities law compliance. Expansion of our activities in certain jurisdictions, or other actions that we may take, may subject us to additional laws, regulations, or other government scrutiny. In addition, foreign data protection, privacy, content, competition, and other laws and regulations can impose different obligations or be more restrictive than those in the United States.

Additionally, as we allow European users, we are subject to the European General Data Protection Regulation (GDPR), effective as of May 2018. The GDPR increases privacy rights for individuals in Europe, extends the scope of responsibilities for data controllers and data processors and imposes increased requirements and potential penalties on companies offering goods or services to individuals who are located in Europe or monitoring the behavior of such individuals (including by companies based outside of Europe). Noncompliance can result in penalties of up to the greater of €20 million, or 4% of global company revenues.

These U.S. federal and state and foreign laws and regulations, which in some cases can be enforced by private parties in addition to government authorities, are constantly evolving and can be subject to significant change. As a result, the application, interpretation, and enforcement of these laws and regulations are often uncertain, particularly in the newer industry in which we operate, and may be interpreted and applied inconsistently from country to country and inconsistently with our current policies and practices.

These laws and regulations, as well as any associated inquiries or investigations or any other government actions, may be costly to comply with and may delay or impede our international growth, result in negative publicity, increase our operating costs, require significant management time and attention, and subject us to remedies that may harm our business.

Security breaches and improper access to or disclosure of our data or user data, or other hacking and phishing attacks on our systems, could harm our reputation and adversely affect our business.

Our industry is prone to cyber-attacks by third parties seeking unauthorized access to our data or users’ data or to disrupt our ability to provide service. Any failure to prevent or mitigate security breaches and improper access to or disclosure of our data or user data, including personal information, content, or payment information from or to users, or information from marketers, could result in the loss or misuse of such data, which could harm our business and reputation and diminish our competitive position. In addition, computer malware, viruses, social engineering (predominantly spear phishing attacks), and general hacking have become more prevalent in our industry. Our BIGtoken platform has experienced an increase in the occurrence of such attempts, and we cannot be assured that we will be able to prevent a successful attack on our systems in the future. We also regularly encounter attempts to create false or undesirable user accounts or take other actions on our BIGtoken platform for purposes such as spreading misinformation, attempting to have us improperly purchase user data or other objectionable ends. As a result of recent attention and growth of our BIGtoken platform, the size of our user base, and the types and volume of personal data on our systems, we believe that we are a particularly attractive target for such breaches and attacks. Our efforts to address undesirable activity may also increase the risk of retaliatory attacks. Such attacks may cause interruptions to the services we provide, degrade the user experience, cause users or marketers to lose confidence and trust in our products, impair our internal systems, or result in financial harm to us. Our efforts to protect our company data or the information we receive may also be unsuccessful due to software bugs or other technical malfunctions; employee, contractor, or vendor error or malfeasance; government surveillance; or other threats that evolve. In addition, third parties may attempt to fraudulently induce employees or users to disclose information in order to gain access to our data or our users’ data. Cyber-attacks continue to evolve in sophistication and volume, and inherently may be difficult to detect for long periods of time. Although we are currently in the process of developing systems and processes that are designed to protect our data and user data, to prevent data loss, to disable undesirable accounts and activities on our BIGtoken platform, and to prevent or detect security breaches, we cannot assure you that such measures will ultimately become operational or provide absolute security, and we may incur significant costs in protecting against or remediating cyber-attacks.

Affected users or government authorities could initiate legal or regulatory actions against us in connection with any actual or perceived security breaches or improper disclosure of data, which wouldcould cause us to incur significant expense and liability or result in orders or consent decrees forcing us to modify our business practices, especially with regard to the BIGtoken platform. Such incidents or our efforts to remediate such incidents may also result in a decline in our active user base or engagement levels. Any of these events could have a material and adverse effect on our business, operatingreputation, or financial results.

Certain user data must be provided on a recurring basis in order to provide full value.

Certain types of user data will need to be contributed by users recurrently for such data to provide full value to our potential customers. If users fail to provide us with sufficient recurring data, the value of the user data may substantially decrease and our ability to earn revenues may be materially affected.

Unfavorable media coverage could negatively affect our business.

Unfavorable publicity regarding, for example, our privacy practices, terms of service, regulatory activity, the actions of third parties, the use of our products or services for illicit, objectionable, or illegal ends or the actions of other companies that provide similar services to us, could adversely affect our reputation. Such negative publicity also could have an adverse effect on the size, engagement, and loyalty of our user base and result in user attrition which could adversely affect our business and financial results.

Weak economic conditions may reduce consumer demand for products and services.

A weak economy in the United States could adversely affect demand for advertising products, and services. A substantial portion of our revenue is derived from businesses that are highly dependent on discretionary spending by individuals, which typically falls during times of economic instability. Accordingly, the ability of our advertisers to increase or maintain revenue and earnings could be adversely affected to the extent that relevant economic environments remain weak or decline further. We currently are unable to predict the extent of any of these potential adverse effects.

Because we store, process, and use data, some of which contain personal information, we are subject to complex and evolving federal, state and foreign laws and regulations regarding privacy, data protection and other matters, which are subject to change.

We are subject to a variety of laws and regulations in the United States and other countries that involve matters central to our business, including with respect to user privacy, rights of publicity, data protection, content, protection of minors and consumer protection. These laws can be particularly restrictive in countries outside the United States. Both in the United States and abroad, these laws and regulations constantly evolve and remain subject to significant change. In addition, the application and interpretation of these laws and regulations are often uncertain, particularly in the new and rapidly evolving industry in which we operate. Because we store, process and use data, some of which contain personal information, we are subject to complex and evolving federal, state and foreign laws and regulations regarding privacy, data protection and other matters. Many of these laws and regulations are subject to change and uncertain interpretation and could result in investigations, claims, changes to our business practices, increased cost of operations and declines in user growth, retention or engagement, any of which could materially adversely affect our business, results of operations and financial condition.

Risks Related To Our Management

Several proposals are pending before federal, state and foreign legislative and regulatory bodies that could significantly affect our business. For example, a revision to the 1995 European Union Data Protection Directive is currently being considered by European legislative bodies that may include more stringent operational requirements for data processors and significant penalties for non-compliance. In addition, the EU General Data Protection Regulation 2016/679 (“GDPR”), which came into effect on May 25, 2018, establishes new requirements applicable to the processing of personal data (i.e. , data which identifies an individual or from which an individual is identifiable), affords new data protection rights to individuals ( Shoulde.g. , the right to erasure of personal data) and imposes penalties for serious data breaches. Individuals also have a right to compensation under GDPR for financial or non-financial losses. GDPR will impose additional responsibility and liability in relation to our processing of personal data. GDPR may require us to change our policies and procedures and, if we lose the servicesare not compliant, could materially adversely affect our business, results of Paul Feldman, our sole officer and director, our operations and financial condition may be negatively impacted.condition.

If advertising on the Internet loses its appeal, our revenue could decline.

Our future depends on the continued contributions of Paul Feldman, our sole officer and director, who wouldbusiness model may not continue to be difficult to replace. Mr. Feldman’s services are critical to the management of our business and operations. We do not maintain key man life insurance on Mr. Feldman. Should we lose the services of Mr. Feldman, we may be unable to replace his services with equally competent and experienced personnel and our operational goals and strategies may be adversely affected, which will negatively affect our potential revenues.

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We incur costs and management time related expenses pertaining to SEC reporting obligations and SEC compliance matters and our management has no experience in such matters.

Paul Feldman, our sole officer and director, is responsible for managing us, including compliance with SEC reporting obligations and maintaining disclosure controls and procedures and internal control over financial reporting. These public reporting requirements and controls are relatively new to Mr. Feldman and at times will require us to obtain outside assistance from legal, accounting or other professionals that will increase our costs of doing business. Should we fail to comply with SEC reporting and internal controls and procedures, we may be subject to securities law violations that may result in additional compliance costs or costs associated with SEC judgments or fines, each of which would increase our costs and negatively affect our potential profitability and our ability to conduct our business.

Because we do not have an audit or compensation committee, shareholders must rely on our sole director Paul Feldman, who is not independent, to perform these functions.

We have only one officer and director. We do not have an audit or compensation committee or Board of Directors as a whole that is composed of independent directors. Because Paul Feldman, our sole director, is also our sole officer and controlling shareholder, he is not independent. There is a potential conflict between his interests, our interests and our shareholders’ interests, since our sole director is also our sole officer and will make decisions concerning his own compensation and audit issues. Until we have an audit or compensation committee or independent directors, there may be less oversight of Mr. Feldman’s decisions and activities and little or no ability for our minority shareholders to challenge or reverse his activities and decisions, even if they are noteffective in the best interests of minority shareholders.

Risks Related to the RDW Financing and our Common Stock

Common Shares that we issue upon conversion of promissory notes will dilute our existing stockholders and depress the market price of our common stock.

As of the date of this prospectus, we are obligated to issue approximately 38,281,250 common shares upon conversion of the RDW Notes based upon 60% of the trading price of $0.016 of our common shares on September 14, 2016. The issuance of these shares upon conversion of the RDW Notes will dilute our existing shareholders. Thefuture for a number of common shares issuable by us upon conversion of the RDW Notes is dependent on the trading price of our common shares during the twenty days prior to conversion. If the price of our stock declines in value, we will be obligated to issue more shares to the note holders which would have a further dilutive effect on our stock which could depress the market price of our common stock.reasons, including:

We may be required to issue significant amount of common shares upon conversion of notes that could result in a change of control.

The conversion price of the RDW Notes is based upon the trading price of our common shares. There is no way to determine with certaintyIf the number of common sharescompanies who purchase online advertising and promotional services from us does not grow, we will be required to issue should note holders convert their notes intomay experience difficulty in attracting publishers, and our common shares. As the RDW Notes are converted our stock price will decline requiring us to issue an increased number of common shares. We are currently authorized to issue 750,000,000 common shares. We presently have 177,117,321 shares outstanding. Werevenue could be required to increase our authorized shares to provide sufficient authorized common stock for conversion of the RDW Notes. Paul Feldman, our Chief Executive Officer, President and Director presently holds 1,000,010,000 votes on matters submitted to our common stockholders.decline.

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Holders of the RDW Notes convertible into our common stock will pay less than the then- prevailing market price for our common stock.

The RDW Notes are convertible at 60% of the lowest traded price in the twenty days prior to the date of conversion. As such, the note holders have a financial incentive to sell our common stock immediately upon receiving the shares to realize the profit equal to the difference between the discounted price and the market price. If the noteholders sell shares, the price of our common stock will likely decrease. If our stock price decreases, the noteholders may have a further incentive to sell the shares of our common stock that they hold. These sales may put further downward pressure on our stock price and reduce the value of your common shares.

If our stock price materially declines, the convertible note holders will have the right to a large number of shares of common stock upon exchange of amounts due under the RDW Notes, which may result in significant dilution.

The RDW Notes have a conversion feature which is based upon 60% of our lowest trading price over a twenty trading day period. If our common stock price materially declines, we will be obligated to issue a large number of shares to the holders of these notes upon conversion. This will likely materially dilute existing shareholders. The potential for such dilutive issuances upon conversion of outstanding notes may depress the price of common stock regardless of our business performance, and could encourage short selling by market participants, especially if the trading price of our common stock begins to decrease.

The market for shares quoted on the OTC Markets OTCQB has experienced numerous frauds and abuses, which could adversely affect investors in our stock.

We believe that the market for shares of companies quoted on the OTC Markets OTCQB has suffered from patterns of fraud and abuse. Such patterns include:

On January 27, 2021, we entered into the Debt Exchange Agreement with RedDiamond. Pursuant to the Debt Exchange Agreement, we issued RedDiamond 7,000,000,000 free trading shares of Common Stock which constitutes a significant amount of the public float. Additionally, we are registering 242,280263,789 shares of common stock in this Registration Statement, consisting of (i) 68,583,866,100 shares issued upon conversion of the Series B Preferred Stock, (ii) 149,562,566,584 shares issued to SRAX upon the divestiture of BIGtoken, and (iii) 24,133831,105 shares underlying FPVD Warrants. Although such shares will be registered, holders may only sell their shares at a set price of $       (not above or abovebelow) until we qualify for listing, and list our common shares, on a national securities exchange, OTCQB or OTCQX. Accordingly, in the current trading price.

Ourevent the quoted price of our common stock is quoted$      , or we qualify and list our common stock on a national exchange, OTCQB or OTCQX, our public float will materially increase. This increase, as well as the sale or perceived sale of a large number of shares, may result in a further decline of our stock price. Moreover, the added conditions imposed on the OTC Markets Group’s OTC Pink. Tradingsale of your shares could make selling your shares difficult or impossible.

Our stock price is extremely volatile, which may result in stock quoted on the OTC Pink is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects. you losing a significant part of your investment.

The market price of our common stock may be highly volatile. This volatilityis influenced by many factors, some of which are beyond our control, including those described in this Risk Factors section and include the following:

In particular, the realization of any of the risks described in these “Risk Factors” could depresshave a material adverse impact on the market price of our common stock for reasons unrelated to operating performance. Moreover, the OTC Pink and other over the counter trading systems do not benefit from the same type of Market- Maker trading systems utilized by stock exchanges such as the NYSE and AMEX and quotation systems such as the NASDAQ in which trading of a security is enhanced by to the presence of Market-Maker(s) who are dedicated to the trading of a particular listed company’s shares. Rather, on the OTC Pink and other over the counter markets, there is no assurance that a bid/ask will be posted to facilitate trading of an over the counter listed issue at any particular point in time. As a result, trading of securities on the OTC Pink and other over the counter systems is often more sporadic than the trading of securities listed on the NYSE, AMEX, NASDAQ or similar large stock exchanges or stock markets. Accordingly, shareholders may have difficulty selling their shares at any particular point in time. Additionally, the market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including the following:

·

our ability to fully execute our business plan;

·

changes in our industry;

·

our ability to obtain working capital financing;

·

additions or departures of key personnel;

·

a “public float” in the handsfuture and cause the value of a small number of persons whose sales or lack of sales could result in positive or negative pricing pressure on the market price for our common stock;

decline. In addition, the securities markets have from time to timestock market in general has experienced significant price and volume fluctuationsextreme volatility that arehas often been unrelated to the operating performance of particular companies. These broad market fluctuationsand industry factors may materially reduce the market price of our common stock, regardless of our operating performance. In addition, price volatility may be greater if the public float and trading volume of our common stock is low.

We have never paid a cash dividend and do not intend to pay cash dividends on our common stock in the foreseeable future.

We have never paid a cash dividend, nor do we anticipate paying cash dividends in the foreseeable future. Accordingly, any return on your investment will be as a result of the appreciation of our common stock if any.

Future sales, or the perception of future sales, of our common stock, including by SRAX, may depress the price of our common stock.

The market price of our common stock could decline significantly as a result of sales or other distributions of a large number of shares of our common stock in the market, including shares that might be offered for sale or distributed by SRAX. The perception that these sales might occur could depress the market price of our common stock. These sales, or the possibility that these sales may occur, also materiallymight make it more difficult for us to sell equity securities in the future at a time and adversely affectat a price that we deem appropriate. As a result of the Share Exchange, we issued SRAX 149,562,566,584 shares of common stock. We further issued 68,583,866,100 shares of Common Stock upon conversion of Series B Preferred Stock sold in March and April of 2021. Although we raised approximately $4,800,000 in March and April of 2021 through the sale of our Series B Preferred Stock, as we are currently not cash flow positive, we will be required to raise additional significant capital in the future through the sale of our debt and equity securities. Also, in the future, we may issue our securities in connection acquisitions. The amount of shares of our common stock issued in connection with an investment or acquisition could constitute a material portion of our then-outstanding shares of our common stock. The sale of these shares into the market could greatly depress the market price of our common stock.

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Our officerscosts will increase significantly as a result of operating as a public company, and directorsour management will be required to devote substantial time to complying with public company regulations.

We have voting control over all matters submittedhistorically operated our business as a segment of a public company. As a stand-alone public company, we now have additional legal, accounting, insurance, compliance and other expenses that we have not incurred historically. Subsequent to a votethe closing of our common stockholders, which will prevent our minority shareholders from havingthe Share Exchange, we became obligated to file with the SEC annual and quarterly reports and other reports that are specified in Section 13 and other sections of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We are also be required to ensure that we have the ability to control any of ourprepare financial statements that are fully compliant with all SEC reporting requirements on a timely basis. In addition, we will become subject to other reporting and corporate actions.

Asgovernance requirements, including certain provisions of the dateSarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and the regulations promulgated thereunder, which impose significant compliance obligations upon us.

Sarbanes-Oxley, as well as rules subsequently implemented by the SEC, have imposed increased regulation and disclosure and required enhanced corporate governance practices of public companies. We are committed to maintaining a high standard of public disclosure, and our efforts to comply with evolving laws, regulations and standards in this prospectus,regard are likely to result in increased selling and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. These changes will require a significant commitment of additional resources. We may not be successful in implementing these requirements and implementing them could materially adversely affect our business, results of operations and financial condition. In addition, if we had 177,117,321 shares of common stock outstanding, each entitledfail to one vote per common shareimplement the requirements with respect to our internal accounting and 5,000,000 shares of Series A Preferred Stock which entitled the holder to two hundred votes per share. Our sole officer and director, Paul Feldman, controls 10,000,000 common shares and 5,000,000 Series A Preferred Shares which represent an aggregate of 1,010,000,000 out of 1,177,117,321 total votes outstanding or 85.8% of the votes on all matters submitted to a vote ofaudit functions, our stockholders. As such, Mr. Feldman has the ability to determine the outcome of all matters submitted to our stockholders for approval, including the election of directors. Mr. Feldman’s control of our voting securities may make it impossible to complete some corporate transactions without his support and may prevent a change in our control. In addition, this ownership could discourage the acquisition of our common stock by potential investors and could have an anti-takeover effect, possibly depressing the trading price of our common stock.

If we are unable to establish appropriate internal financial reporting controls and procedures, it could cause us  to fail to meet our reporting obligations, result in the restatement of our financial statements, harmreport our operating results on a timely and accurate basis could be impaired. If we do not implement such requirements in a timely manner or with adequate compliance, we might be subject to sanctions or investigation by regulatory authorities, such as the SEC. Any such action could harm our reputation and the confidence of investors and customers in us and could materially adversely affect our business and cause our share price to regulatory scrutinyfall.

Failure to achieve and sanction, cause investors to lose confidence in our  reported financial information and have a negative effect on the market price for shares of our common  stock.

Effectivemaintain effective internal controls are necessary for us to provide reliable financial reports and to effectively prevent fraud. We maintain a system of internal control over financial reporting, which is defined as a process designed by, or under the supervision of, our principal executive officer and principal financial officer, or persons performing  similar functions, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.Section 404 of Sarbanes-Oxley could materially adversely affect our business, results of operations, financial condition and stock price.

As a public company, we have significant additional requirements for enhanced financial reporting and internal controls. We are required to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002,(“Section 404”), which requires annual management assessments of the effectiveness of our internal controlscontrol over financial reporting and areporting. Additionally, an annual report by our independent registered public accounting firm addressing these assessments. The processthat addresses the effectiveness of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. This annual report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation reportis required. During the course of our testing, we may identify deficiencies which we may not be able to remediate in time to meet our deadline for compliance with Section 404. Testing and maintaining internal control can divert our management’s attention from other matters that are important to the operation of our business. We also expect the regulations under Sarbanes-Oxley to increase our legal and financial compliance costs, make it more difficult to attract and retain qualified officers and members of our board of directors, and make some activities more difficult, time consuming and costly. We may not be able to conclude on an ongoing basis that we have effective internal control over our financial reporting in accordance with Section 404 or our independent registered public accounting firm duemay not be able or willing to a transition period established by rulesissue an unqualified report on the effectiveness of the Securities and Exchange Commission for newly public companies.

We cannot assure you that we will, in the future, identify areas requiring improvement in our internal control over financial reporting. WeIf we conclude that our internal control over financial reporting is not effective, we cannot assure you thatbe certain as to the measures we will taketiming of completion of our evaluation, testing and remediation actions or their effect on our operations because there is presently no precedent available by which to remediate any areas in need of improvement will be successful or that we will implement and maintain adequate controls over our financial processes and reporting in the future as we continue our growth.measure compliance adequacy. If either we are unable to establish appropriateconclude that we have effective internal control over our financial reporting controls and procedures, itor, if required under SEC rules, our independent auditors are unable to provide us with an unqualified report as required by Section 404, then investors could cause us to fail to meet our reporting obligations, result in the restatement of our financial statements, harm our operating results, subject us to regulatory scrutiny and sanction, cause investors to lose confidence in our reported financial information, andwhich could have a negative effect on the trading price of our stock.

If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our stock or if our operating results do not meet their expectations, our stock price could decline.

The trading market for our common stock can be influenced by the research and reports that industry or securities analysts publish about us or our business. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price for sharesor trading volume to decline. Moreover, if one or more of the analysts who cover us downgrades our stock or if our operating results do not meet their expectations, our stock price could decline.

We could be subject to securities class action litigation.

In the past, securities class action litigation has often been instituted against companies whose securities have experienced periods of volatility and decline in market price. Recently, we have seen the price of our Common Stock.

Because our sole officer and director is our controlling stockholder, he can exert significant control over our business and affairs, and have actual or potential interests that may departStock decline from thoseapproximately $0.10 to less than $0.005, a decline of investors.

As of the date of this prospectus, our sole officer and director, Paul Feldman, holds approximately 86% of our outstanding voting stock and has the ability to control all matters submitted to a vote of our stockholders. The interests of Mr. Feldman may differ from the interests of our other stockholders, including investors. As a result, in addition to board seats and offices, Mr. Feldman controls all corporate actions requiring stockholder approval, irrespective of how our other stockholders, including investors, may vote, including the95%. Securities litigation brought against us following actions:

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We are registering 38,281,250 shares of our common stock offered by the Selling Stockholder.Company’s Series A Preferred Stock. As discussed above in the subsection entitled “Risk Factors -Risks Related to the Financing and our Common Stock”, we are registering 38,281,250 shares issuable upon conversion of the First RDW Note and Second RDW Note in the aggregate principal amount of $367,500 as of the date of this registration statement at the conversion price of 60%Company’s most recent Quarterly Report on Form 10-Q, SRAX and the Company were required to consolidate their financial statements Christopher Miglino, on behalf of the lowest trading price in the twenty trading days priorCompany’s Board of Directors, has voting and dispositive control with respect to the filingsecurities being offered.

PLAN OF DISTRIBUTION

Each Selling Stockholder (the “Selling Stockholders”) of this registration statement ($0.016) on September 14, 2016.

The Selling Stockholderthe securities and any of itstheir pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stocksecurities covered hereby on the OTC Marketsprincipal trading market or any other stock exchange, market or trading facility on which our sharesthe securities are traded or in private transactions. These sales may only be at $0.01 per share until our shares of Common Stock are quoted on the OTCQX, OTCQB or listed on a national securities exchange, and thereafter, at fixed or negotiated prices. TheA Selling Stockholder may use any one or more of the following methods when selling shares:securities:

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ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

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block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

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purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

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an exchange distribution in accordance with the rules of the applicable exchange;

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privately negotiated transactions;

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settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;

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broker-dealers may agree with the Selling Stockholder to sell a specified number of such shares at a stipulated price per share;